Friendship is Love
by Wysteria Fox
Summary: Twilight and her friends have made friends with some dashing new stallions in town, but are they all that they seem? Rating may go up. All of the Mane 6. Pairings to be announced later.
1. Chapter 1: A New Pony in Town

Hello! This is my first time writing in a long time for recreation so I'm a little rusty. Please bare with me. And hopefully you enjoy the story! :)

* * *

**My Little Pony: Friendship is Love**

**Chapter 1**

"Hurry up Spike!" Twilight called up the stairwell, "I want to go to town and head back as soon possible."

"All right I'm coming, I'm coming." Spike hurried down the stairwell and took his place next to his filly companion. Without another word, the two headed into town.

Once they arrived, Spike began to muse over the list. He muttered some of the items to himself, while his nose was buried deep in the scroll, "Looks like carrots, and lettuce should be closest."

"Alright, I-" Twilight although she was normally very perceptive and aware of her surroundings, managed to bump into another pony, "Sorry," she stammered at once, "I hadn't noticed-"

her voice stopped mid-sentence as she gazed into the crystal green gaze of a young colt. His soft wispy locks danced curiously before his eyes. His charcoal shaded muzzle cutting through his blue fur and hid the rest of his face in mystery. Never had she felt a sudden curiosity for a single pony.

"It's quite alright," he looked away from her intense gaze sheepishly, "I was the one not paying attention." he brushed past her side, his flank just barely brushing hers, and his tail swept the ground at her hooves as he sauntered away, "Good day."

"Well, that was odd." Spike remarked, his lip curling.

"Let's finish shopping Spike." Twilight, shaking off her strange new feelings, cantered onward through the village market.

* * *

"Finally we're finished with that list!" Spike cheered, his stomach growled at that moment, "Twilight, can we stop to get a soda and some fries at the restaurant?"

"But Spike, we have to get this stuff home." Twilight was cut off by her stomach growling loudly, "Hehe, I suppose we have time for a snack."

The two walked into the Village Restaurant and the waiter took them to an outdoor patio table. The waitress walked up to them shortly afterward, "Sorry there might be a slight delay, we are a bit short staffed today."

"Why is that? Everything okay, Minty Breeze?" Twilight asked with genuine concern.

"Well I wish everything were." Her face saddened, "Cherrywood fell and broke her ankle so she has to stay at the hospital for awhile. The doctor says she'll probably have to stay off her hooves for three months or more."

"Well I hope she feels better soon. But don't worry about us, we aren't in a rush."

"Thanks for understanding Twilight. Can I get you guys something to drink?"

"Root beer!" Spike chimed in quickly.

"Spike!" Twilight laughed while scolding him, "Be more patient. I'd like a Wheatberry Tea please."

Spike rolled his eyes, but smiled at his companion. Minty Breeze dashed off to put in their order. While they chatted, Minty Breeze sauntered back through the dining room and out into the patio. Before she had a chance to place the drinks on the table, another pony bumped into her and knocked the drinks on the floor.

"No!" Spike cried out, wanting to leap at the spilled drinks, but instead he folded his arms and glared at the offending pony.

"I'm so sorry, miss." the unicorn said, helping Minty to her hooves, "Allow me to clean up this mess." he turned his slate green gaze upon Twilight, "And to you two, allow me to pay for your bill."

Twilight was genuinely impressed, despite his clumsiness, he seemed to have it together, "Hey, you're the one I ran into earlier." she noticed his dark muzzle then. His stark cobalt blue coat, yellow horn, and a light blue mane. Yup, he was definitely the same unicorn, "I think we would like very much to have your company."

Spike looked at her curiously but said nothing.

"My name is Rocket. What's yours?" he asked curiously as he sauntered into the seat next to the purple mare.

"Twilight, and this is Spike," she replied, fighting down a blush. What was wrong with her? What was it about this stallion? "What brings you to Ponyville?"

Rocket fidgeted uncomfortably, "I'm just in town on some business with my brothers."

"Oh, wow! What kind of business? I have an older brother too." Suddenly all the words came out at one time. She couldn't contain her excitement.

"Twi, are you okay?" Spike's lip quirked as he spoke.

"Fine Spike," she replied evenly, "Traveling for business must be so exciting."

"You could say that." he replied, a flustered stiffness holding him in place, "Enough about me. Let's talk about you. Why are you in Ponyville?"

Twilight went into a bit explanation of how she was Princess Celestia's student, and how she had moved here to learn about the magic of friendship. She also continued on explaining about the trouble with Nightmare Moon, the dragon, Discord, and all the way up to her brother's wedding to Princess Cadence. By the time she'd finished speaking she realized that her hooves had taken them to her house, "Well now," a strong flush stained her cheeks, "That's quite enough out of me."

Rocket chuckled, and shone his gentle green gaze upon her. It was just something about his eyes that had a way of bemusing her stomach into fits like a thunderous rainstorm of birds crashing into her heart and threatening to take her clear off her feet. She also noticed that Spike had already carried on into the house and was probably fast asleep by now. She shuffled her hooves awkwardly as the sun's last rays glistened in the distance. Peach and purple hues turning the field to dusk.

"May I come inside?" Rocket asked politely.

"Oh yes, of course," she was yanked out of her flustered stupor, "It's not much, but its home."

The two ponies walked into Twilight's grand library. Rocket then noticed her cutie mark, "If you don't mind me asking, what's your cutie mark?"

"It's magic. My talent is magic." she replied happily, "And you have a broken beaker. So you must love science."

"That's correct." he puffed out his chest, "And to be honest, I don't believe in magic." his face then flat.

The purple mare's face exploded into shock, "But you're a unicorn! How can you not believe in magic?"

Rocket shrugged, "I just don't." noticing that his companion then seemed uneasy, "I didn't mean to diss what you love. I'm glad I met you Twilight Sparkle. You're definitely the best company I've had in awhile." he flashed her a genuine smile, "Maybe I could see you tomorrow? I could introduce you to my brothers."

She shifted her hooves in nervousness, and her tail twitched. Sensing that she wasn't complete comfortable with him anymore, he continued on, "I'd _really_ love to see you tomorrow." he stood a mere breath from her with a friendly stance, the blush on her face seemed caught in his eyes as she looked up at his dreamy form.

"Me too- I'd love to see you tomorrow." she shifted back a pace and he walked past her and out the door.

"I'll come pick you up around ten, and take you to lunch if you want."

Twilight nodded in approval, and shut the door behind him.

* * *

_My it's late._ Rocket thought as he cantered through Ponyville. As he arrived at a house and clopped inside, he was greeted by one of his brothers.

"Hey Rocket, did you find anyone today?" a smirk played on his muzzle.

"In fact, I did." he smirked back, shoving past him, "And she has plenty of friends. This will be over before you know it."

"I'm sure Rocket.." the stallion replied, "I'm sure..."

* * *

Dun dun dun...Tell me what you think :)


	2. Chapter 2: And Now There's More

**My Little Pony: Friendship is Love**

**Chapter 2**

Quick as lightning, a blue streak shot across the sky with a trail of sparks in their wake. The blue pony blasted past the other pegasai without a second glance, bowling some of them over as they darted through the clouds. The pony's luck finally ran out as they managed to knock into another pony and the two went spiraling and crashed into the clouds.

"What the hay!" the victim pony growled, brushing clouds off of her blue flank, "You think you own the sky or something." she glowered at the offending pony.

The dark blue stallion just grinned, "No of course not, that would be the famous Rainbow Dash." he gave her an over-exaggerated bow.

Rainbow Dash snorted, "Are you making fun of me?" she pawed the cloud with her hoof.

"Want to make something of it?" he challenged, spreading his wide blue wings. Parts of his wings caught the glimmer of the sun, and the silver flecks speckling his wide wings caught her view almost hypnotizing her. She shook her head vigorously.

Her magenta eyes locked with his amber gaze, and in a flash she shot off way ahead of her competition with a blazing rainbow in her wake. The dark pony dashed quickly after her and crackles of lightning flashed beneath his hooves. He caught up to the illustrious Rainbow Dash and then surpassed her doing a quick barrel roll and startling the daring mare. And just when Rainbow Dash thought she would catch up the dark pony flashed away in a crackle of lightning and dark clouds.

The blue mare's jaw dropped. She hovered over Clousdale for a few seconds before Spitfire and Sorin lighted up to her, "Who was that pony?"

"They were impressive whoever they were."

"You wouldn't happen to know who they were would you Rainbow?"

But those words fell on deaf ears as she dashed downward in a quick blast, leaving a Sonic Rainboom in her wake. She didn't know who that pony was, or who he thought he was, but NO pony shows her up in front of anyone- especially in front of the Wonderbolts, _I'll show them! I'll show them all!_

* * *

"Oh thank you so much for coming on such short notice." Mrs. Cake was saying to the pegasus pony that walked into Sugarcube Corner.

"Do you think you'll be able to fix it in time?" Mr. Cake frantically asked, shifting his eyes towards the twins, and then back at the cream-colored stallion with the silver hooves.

"There hasn't been a job I couldn't finish on time." the pony politely replied, "They don't call me Silver Hooves for no reason." he grinned and made his way into the kitchen, "Are you coming Brewster?"

Another stallion came trotting into the bakery, a unicorn with a coat of dreamsicle orange, and a mane of dark orange with cotton candy blue streaks, "Of course!" he chipper reply was cut off as he caught the eye of a curious Pinkie Pie standing in the stairwell, "Hello there!" he greeted, his baby blue eyes shining.

But Pinkie just stared at him with a confused look. Mr. and Mrs. Cake looked at one another before shrugging it off as Pinkie being Pinkie, "Well if you change your mind pretty filly, you know where we are." he winked, and continued on his way into the kitchen.

Upon walking into the Cake's kitchen, the machine that was broken was a dough kneading machine. It still had the remains of dough within it and was smoking incessantly. A foul smell hit the pony's nose, and he curled his lip in disgust, "I'll get right on this. You can count on me." he turned to the orange stallion, "Alright, first we need to..."

* * *

A white mare made her way across Ponyville. Humming to herself as she made her way towards Sugarcube Corner. A sudden gust of air blasted her in the face and her purple mane was blown in a spiked back fashion, "Rainbow, really.." she puffed at a strand of hair in her eyes.

"Have you seen him?" she frantically exclaimed, hopping up and down, an angry look bemusing her face, "A dark stallion shooting through here like lightning!"

"Um," her eyes half-lidded, "I have no idea what you're talking about, but if I had to guess, I would say you mean that dashing fellow there?" she raised her hoof, to point behind her.

"Why thank you- you're not so bad yourself." the dark pegasai winked at her before darting off again.

Rainbow Dash stomped her hooves in frustration, "You're in so much trouble mister! Thanks Rarity." and without another word she flew into the sky like a rocket.

Rarity smiled to herself before finishing her trip to Sugarcube Corner. She pushed open the door with a graceful nudge, and as the bell rang, she was immediately greeted by Pinkie Pie- who then proceeded to whisk her upstairs without anyone even noticing her presence. Mr. Cake's head poked around the corner from the kitchen, "Hello? Huh, I could swear I heard someone come in."

"What is the meaning of this, Pinkie?" Rarity huffed, with a laugh in her voice, fussing over her hair.

"Omygoshthoseponies areheretowork on the machineand they've beendown there all this morning and the orangeone winked at me and calledmeacutefilly and I've been up hereeversince and nowIcan'tstop pacing! It's just like whenIsawthat rainbow? You remember the rainbow don't you Rarity?" she bounded up and down, "He's so handsome!" suddenly she became quiet, "I think I'm in love Rarity..."

Rarity blinked a moment while her mind caught up with Pinkie's quick speak, "Now darling, I'm sure it's just nothing more than butterflies, or a crush." she placed a reassuring hoof on her friend's back, "Now, shall we go and introduce ourselves?"

The pink pony nodded her agreement. Happy to have a friend who seemed to have some notion of what strange feelings she was under. The two trotted down the stairs and into the kitchen,"Hello Mr. and Mrs. Cake, I'm here to pick up Sweetie Belle's cake." Rarity called, but her call was unanswered. The two mare's ventured further into the kitchen until they reached the dough kneading machines (I know it sounds stupid but I wasn't sure what else to call them :p).

"Hello there," Rarity greeted, throwing her now fixed hair back.

Silver Hooves lifted his head from his work, his eyes locked with the white mare, "Well, hello yourself." he put his wrench down, and wiped the oil from his muzzle. Pleasure to meet you." he took her hoof and gave it a quick nuzzle, "I'm Silver Hooves and this is Brewster."

"I'm Rarity and this is Pinkie Pie." the white mare replied, glancing at Pinkie who was still in an unusual state of quiet reflection, partly hiding behind her friend's flank.

"Hey there!" Brewster chimed in, "Well I was just telling Silver that we should head into town and get something to eat. I'm starved! But I can't get this stubborn workhorse to move a muscle." he playfully shouldered into his workmate.

"And aren't you charming?" Rarity smiled a slight flush on her face.

"I know the perfect place!" Pinkie blurted out, breaking her 100 years of silence, before quickly covering her mouth as though she'd said something horrible.

"What kind of gentleman would I be, if we didn't take these young fillies out?" Silver replied evenly.

Brewster and Pinkie jumped up and down at this gesture, but Silver continued, "But I promised the Cakes that I would have their machine up and running by noon. And that's less than an hour. So if you want to eat, I'm sorry but you'll have to wait."

Brewster deflated at this, "That's okay, I don't mind having two mares on my flank." he wiggled his eyebrows and laughed.

"That's quite alright. We're flattered by the offer, but I really have some dresses that I must attend to." Rarity replied, "It was very nice meeting you." she trotted by the stallions and found the Cakes working in their second kitchen.

For the first time in her life, Pinkie was actually feeling shy and awkward around the two ponies, "Actually I should probably check on the babies- they're always getting into things." she flashed after Rarity with a trail of flame behind her.

"Rarity!" she whispered, "We're missing out on our chance!"

The white mare looked at her with a flash of shock, before she realized that Pinkie had no experience with stallions, "No I'm not. In fact, by not agreeing to waiting around, we've made ourselves more interesting. Don't worry, they'll track us down when their done with work. And when they do, we'll be having all this fun together."

"Promise?" Pinkie grinned.

"I Pinkie Pie promise." Rarity nodded before continuing on her way.

After the mares left, Brewster shrugged his shoulders, and turned to Silver whom already had his nose in his work, "I guess we got shut down again."

"I couldn't image why- I mean why would any filly want to date a walking popsicle?" he chuckled.

The orange pony bustled into his flank for that, "You know that really hurts." he stuck his tongue out, and then smiled.

"Careful, you get too upset and you might melt!"

"Silver!"

* * *

As Rarity made her way back towards her home, she ran into Twilight and Rocket, "Hi Rarity!  
Twilight greeted, "This is Rocket. I met him the other day."

"How delightful." she replied, "I hate to be crass, but I simply must return home so I can finish my orders." but just as Rarity was about to trot off, the glimmer of green in Rocket's eyes caught hers and seemed to hypnotize her. She felt dizzy a moment before shaking it off, "Um, Twilight, may I speak to you a moment darling?"

"Sure." she raised a hoof to Rocket before walking out of earshot with Rarity.

"This might seem odd of me, but I just can't help but feel there's something strange about that pony you're with."

Twilight gave her an uneven look, "I'm not sure I know what your talking about."

"Don't you find his gaze just a bit strange?" she shuffled her hooves, "I mean, it just seems like a really odd shade of green."

"Sure." she replied flatly, "Now, if you don't mind, I'm going to go back to spending time with that charming pony over there." she trotted off without another word.

Rarity wasn't convinced that everything was okay, but she headed on her way anyhow.

* * *

Rainbow Dash found herself coursing over Ponyville and caught sight of a dark figure in the distance, "Gotcha!" she huffed, crashing into the dark form, only to be disappointed that it was a dark cloud. She shook her head, "Man, I've been out all day, I must be seeing things." she sighed.

"Giving up already?" a masculine voice asked from behind her.

She turned a sharp eye upon the intruder, "Yeah, yeah I am. You're not worth anymore of my time."

"That's too bad. I was really liking the challenge. You really are as great as I've heard, Rainbow Dash." he replied evenly, his sharp amber eyes piercing through her gaze like a spear.

A spark flickered in her gaze, "You've heard about me?"

"Sure, everypony from here to Canterlot has heard of the speedy Rainbow Dash, and her famous Sonic Rainboom." he leaned against a cloud and flopped down onto another, "You're very interesting to me, I'd like to get to know you better."

"Well I don't know," she shrugged, and placed a hoof behind her head, "I'm a pretty busy pony."

"My name is Storm Chaser. And if you change your mind, just look for lightning, and you'll find me nearby." he flitted his wings, before jetting off in a dark streak.

Rainbow watched him go with his wake tussling her mane. Her eyes narrowed in avid contemplation, "I'm watching you, sir..." she gritted her teeth before soaring into the air towards her home.

* * *

"Hey Granny Smith, what was it that you wanted to tell us?" an orange mare asked walking into the kitchen.

"Applejack, this is Tornado. He's gonna be o'r new workhoof." the green pony replied.

Applejack stared in shock at the caramel colored stallion. His hooves were dusky black halfway up, and his tail and mane were jet black.; A red bandana wrapped around his neck and bandana held his tail upward, "Howdy." he gruffly greeted.

"Begging your par'dn Tornado, but we don't need any more help on the farm." she turned toward Granny Smith, "Big Mac and I do just well e'ngh on o'r own."

"It's already decided. He starts in the mor'n. He'll be stay'n down the hall from ya."

Applejack groaned at this. Applebloom piped up, "Aw this is gonna be great Applejack! It'll be like hav'n 'nother brother." she smiled quite pleased.

Applejack seemed unsure, "I'm sorry. I don't mean to seem un-neighborly. I'm just not used to new help." she meagerly offered.

"Charmed I'm sure." he replied, a glint in his dark cobalt eyes. He shuffled past the Apple sisters and trailed upstairs.

"Now what the hay was all that?" she huffed, glancing at her kin but they merely shrugged.

Applebloom and Granny Smith walked past her and headed to bed. Applejack added quietly to herself, "Well I'll allow it, just this once."

* * *

Alright, more ponies to add to the brood, We'll just have to wait and see what happens next. :)


	3. Chapter 3: The Real Reason I'm Here

**My Little Pony: Friendship is Love**

**Chapter 3**

"I must hurry back- Angel will be waiting." Fluttershy said to herself as she cantered through town. Her bags swayed from side to side as she passed through all the other bustling ponies. In her haste to make it through town she managed to bump right into another pony. She slammed hard into his side flank and then fell rump first on the ground, "Oh my goodness, I'm so sorry. I wasn't looking where I was going."

She looked upward into the green eyes of a green stallion. His mane tussled in the wind as he peered at her, but then, he did something she didn't expect, he knelt beside her and helped her to her hooves. A faint blush glimmered on her cheeks, "I believe I should apologize also. It may sound cheesy but I was so taken by your appearance, I just had to stop and stare." his curly, white and green tail twitching, "My name is Winter Savory, but you can call me Winter for short."

Before he even finished the sentence he realized that Fluttershy had left a short time after he began speaking. A tinge of embarrassment stained his cheeks as he quickly retired from the marketplace, _Soo stupid...you knew how shy she is.. Why did you have to blow it by being so forward with her? _

* * *

Sun shone high in the sky as Applejack and Tornado worked the field. They worked in the south field while big Macintosh and Applebloom worked in the north field. It seemed for every row she worked he'd already worked twice that. His brow shining with sweat as he past her for what seemed like the millionth time. An ugly feeling of jealousy rose in her throat she stared at the tireless work horse. She narrowed her eyes, _Who does he think he is? I've never seen any pony work so fast in my life. Maybe he feels like he needs to prove himself..._

"Hey Tornado, how about we head inside and take a break f'rm all this tilling?" Applejack politely asked.

He rose his head to look at her, eyes calculating, seemingly peering into her heart. She was taken aback a moment, as he stared at her leeringly- almost, "If you say so. You're my boss just as much as Granny Smith is." He paused his steps for moment, "Shouldn't we ask Macintosh and Applebloom also?"

"Nah, they never takes a break when I do." She spoke quickly, her lips pursing close as she turned away briskly.

As the two made it over the hill, he kept pace with her, "You're lying." he told her sharply, "you guys don't take breaks do you?"

"What? Why would I-" she flustered at being caught in her own lie by somepony who didn't know anything about her.

"You're jealous of me- jealous of how fast I can work. But you shouldn't be, you haven't had the life I've had." and without another word he returned his work. Taking only a moment to wipe his brow with his hoof.

Embarrassed, and frustrated at being caught in a lie, _Why did I lie like that? What's wrong with me?_ She scolded herself as she cantered up the estate hill so that she could work in the north field with Macintosh and Applebloom.

* * *

Rarity was busy working on her new line of winter dresses, while customers pursued her current selection of clothing. A voice beckoned her from behind her workshop curtain, "Cominnnngg!" she pleasantly replied, parting the curtains, "And how may help you today?" She said without looking up from her clipboard.

The customer cleared his throat which in turn caused her to look up at him, "Oh my, well, hello Silver Hooves. How may I help you today?" She put her clipboard down.

He shuffled his hooves as he spoke, "I was hoping that I could take you out to dinner sometime? That is if you weren't too busy." He grinned at her.

She pursed her lips for moment furring her brows, contemplating what he was asking, "Well I would have to give it a little more thought, considering how tied up I am in my new winter clothing line..." she turned to one side and looked out into her shop corridor.

"I feel awful for not getting to take you out the other day when I was working on the Cake's equipment." he shuffled once more feeling awkward, "but I'd really like to make that up to you. And if you want to you should bring your friend Pinkie pie along also. Brewster has been talking about her nonstop."

Rarity turned to face him gave him a charming look, "Well, I'll see if I can work you and my schedule, say tonight around six o'clock? I'll bring Pinkie Pie."

"Sounds great!" he happliy replied, "And I'll bring Brewster with me so we can escort you properly."

* * *

"What's wrong with me? Why do I have to be so shy? He was only being nice..." Fluttershy spoke quietly to herself with all of our animal friends gathered around. Angel patted her head gave her a sympathetic look. A couple of the animals chattered to her to which she replied, "I know its my personality but sometimes I just don't like it..."

A sudden rap on her door, shook her out of her contemplative thought, "Coming." She floated over to her door and opened it up. There was no pony there, but when she looked at her doorstep a bouquet of rainbow flowers laying there with a note attached:

Dear Fluttershy,

It's me Winter. I'd really like to see you again.

If you're wondering how I found your house,

and ran into some of your friends Twilight and Pinkie Pie.

Please meet meet tomorrow morning at the corner bistro

if you're interested in seeing me again.

If you don't show up tomorrow, I'll take the hint

and never bother you again.

Sincerely, Winter Savory

A burst of sheer happiness shot through her, the yellow pegasus shot into the air holding the note. She quickly landed on the ground blushing furiously. Her animal friends stared at her curiously, "I have a date tomorrow." she grinned, and clicked her hooves.

* * *

"Man what a day..." Rainbow Dash groaned floating into her house. She heard some cans clang from her kitchen, her ears perked up, and the only words that came to her mind were, "Someone's in my house.." It didn't take much to guess who might be in her house at this hour let alone, "Storm Chaser.." She gritted out the words, "What are you doing here?"

"Oh, hi Rainbow Dash," he said around a mouthful of food, "I wasn't expecting you."

"Wasn't expecting me?" she snorted, "It's my house!"

He swallowed the food and licked his lips, "Well I _was _expecting you-" he continued before grinning at her, "Well I know you don't care for me too much, and you have every reason to- considering how much I messed things up for you with Wonderbolts." she glared at that, so he quickly continued, "But just hear me out- it's something important that you need to know." His eyes turned serious, and flashed bright amber reflecting the fading sunlight on the horizon.

She stared into his eyes so full of conviction and took a step back, "What do I need to know?"

"Your friends are in great danger."

Her face flashed shock, her wings instantly carried her off the ground at full flap, "What we waiting for! We have to go save them! "

"Just wait- they aren't in danger yet, but they will be. We have to have to explain some things to you first..."

* * *

"Granny, do you mean anything from the store? Tornado and I are going to town." Applejack called down the hallway. She trotted into the kitchen with her bag at her flank. A stoic Tornado stood next to her saying nothing and seemed to be lost in thought. Granny Smith came around the corner and smiled at the two younger ponies.

"Glad ta see u'r two get'n 'long so well now." Applejack huffed at this but said nothing as Granny Smith continued on to hand her a list, "These are ta things I need fr'm tha store fer tomorrow's dinner."

Applejack and Tornado headed out to the store. Tornado seemed beyond on edge just walking at her flank and seemed to be glancing around at nothing in particular. The orange pony looked at him and raised a brow, "There something wrong...?"

"It's just getting late and I would like for us to hurry back home from this trip." He replied evenly focusing on the road now.

"What the hay you talking about? It's bar'ly 7 o'clock- the sun hasn't ev'n gone down yet.." She looked at him with confusion written all over her face, but then she thought better of it and decided to tease him instead, "I get it- yer afraid of the dark." A playfulness glinted in her green eyes.

A genuine smile played upon his muzzle, "You could say that."

That statement puzzled her but they said nothing else to each other as they arrived into the town. Applejack pulled out the list and quickly begin narrowing down the groceries that she needed. Tornado stood close to her seemed to watch every single move she made. The strong workhorse looked at her companion, "Yu know I can take care of myself- I don't need ya next to my hoof at ev'ry turn."

And if he hadn't shocked her enough already for that day, he said something else that shocked her further, "Maybe I like being right next to your hoof." his gaze piercing hers.

"I – –" Applejack bumped into some ponies next to her, she looked at them and apologized promptly. They stared at her for a moment. A sudden darkness consumed the two ponies that she'd run into. They turned a grim dark color and seemed to be like phantom ponies their eyes flashing green in the night. They attacked, and completely caught her off guard. One of them knocked her to the ground before Tornado could knock the phantom ponies back. He snorted and reared up driving back the phantom ponies. Kicking and squealing at them as they fled. He snorted as they disappeared into the pavement.

Applejack stood back up brushed herself off, "Let me guess- the reason yo've been watc'n me so closely is 'cause yu knew that was going to happen."

"Let's just say I haven't been completely honest with you and your family." He stared down at the ground, and shuffled hoof in the dirt.

Just then he was about to explain, Twilight and Rocket galloped up, "We came as fast as we could. I was on the other side of the market and I saw what happened. Applejack are you okay?" Twilight asked with concern flashing on her face.

"I'm fine thanks to Tornado here." She gave him a small smile, but on the edge of her eyes a glint of fear remained.

Twilight nodded, "Well I haven't got introduced to to him yet but this is Rocket. Rocket- Applejack."

Applejack nodded, "Nice to meet you. This here is Tornado."

"I already know him." Rocket said a grim tone in his voice, "He's my half brother."

The two mares glanced at each other with shock bemusing their faces before their gazes returned to their companions.

"Yes, and it's about time we had a big family reunion." Tornado added, he swung his head towards Applejack, "I'm sorry I haven't been completely honest with you. I was waiting for the right time to tell you what we needed to tell you, but it's really important that we have all of your friends together."

Applejack and Twilight turned and looked at one another confusion and upset spread on their faces, "Is all of Ponyville in danger?" Twilight asked.

"Everything will be explained once we're all together," Tornado said politely, "now where might the rest of your friends the right now?"

* * *

"Oh my, aren't you just charming, darling," Rarity cooed, as she sat at the dinner table with Silver Hooves. He placed his hoof on her hoof and smiled.

Brewster and Pinkie Pie sat next to them, caught up in their own conversation about what was better; cotton candy or cupcakes. Pinkie pie smiled broadly at the orange stallion, she was so excited she couldn't believe it she actually was getting over this fear of talking to this dreamy pony.

"Rarity! Pinkie Pie!"

The two mares turned to see Twilight and Applejack galloping up to the cafe's corner. Rocket and Tornado only a few hooves behind them. Worry flashed in Silver's eyes, he knew what this could only mean, "Is it time already?" Silver asked with a sad pang in his voice.

"Unfortunately, they've made their move. And we have to act fast." Rocket replied evenly.

"They attacked Applejack." Tornado growled stamping the ground.

Twilight and Applejack turned to look at the boys, "You know each other too?"

"Let's just say that I have a lot of siblings." Rocket answered.

"What's going on Twilight." Rarity asked quietly, somewhat disappointed that her date was ending earlier.

"It's the end of the world! Run for your lives!" Pinkie suddenly burst out, and attempted to make a mad dash away only to crash into Twilight who blocked her escape, "Not the time Pinkie." she said evenly. The pink pony grinned at her friend.

"Come on girls, we have to get Rainbow Dash and Fluttershy," the purple mare said with a determined tone.

"Just Fluttershy," a voice called from above, a blue pegasus and her companion hovering above, "Storm already briefed me." a flash of lightning glinted in the pegasai's eyes.

It took a lot to make Rainbow angry, so for her to be angry meant that the situation was at a critical level. It weighed on the group like a ton of bricks, "Let's go." a chorus of ponies rung out as they galloped toward the yellow pegasai's house.

* * *

"Fluttershy!" Twilight burst open the door first. She halted in her steps while the others crashed into her making a pile of ponies stuck in the doorway. Stunned by the scene before them. Fluttershy and a green stallion sat at the table sharing a quiet dinner in candlelight. Fluttershy wore the brightest rosy blush, "Oh hi everypony..." she smiled brightly.

"Guyss," the green pony seemed to be a mix of embarrassed and angry, "What's up?"

"It's time." Storm said evenly.

* * *

The collection of ponies sat around the table, with cups of tea and hot chocolate in hoof. The stallions stood in front of the girls. Glancing at one another, they nodded towards Rocket. He stood up, "First I'd like to apologize for all of us not being completely honest but it was critical that we got to know you first-"

"It's fine we forgive you." Rarity piped in.

He took a deep breath, "As you all know, I'm Rocket and these are my brothers and half-brothers. We come from Fillydelphia on the far side of Equestria. We've traveled a long way to get here. We came here because," he sighed deeply, "We heard that you possess the Elements of Harmony."

"We needed you to come with us," Storm broke in, a genuine worry on his muzzle, "Whenever Princess Cadence and Shining Armor defeated Chrysalis in Canterlot, she set up camp and took over Fillydelphia."

"That's impossible!" Rainbow Dash cut in, "Princess Celestia wouldn't let that happen."

"That's just the problem," Silver spoke up, "Princess Celestia has no idea that they've infiltrated our homes. The changelings took forms of ponies, and Chrysalis promised to cut down anypony who tried to escape." he hung his head, "We were able to escape because of Brewster's ability to make us look like changelings but it was risky at best."

"Everypony there is miserable," Brewster chimed in, his voice sad for the first time, "There's a strict curfew and everypony has to work for Chrysalis and pay her tribute. Ponies are starving- the changelings abduct ponies at random and nopony knows what's happened to them..."

"Our next door neighbor is under the love spell of some changelings," Winter interjected, "She's a horrible mess. I'm sure she won't last much longer as a real pony, he's taking all the life out of her."

The ponies reflected in silence for some time, before Fluttershy spoke, "But what I don't understand, is how is she able to maintain control. She must have some sort of help."

"You're right Fluttershy," Storm answered, "there is another beneficiary who aids her, but nopony knows who he or she is. And if that wasn't bad enough, she has her own royal guard of those Phantom ponies. She aims to claim all of Equestria one town at a time until she has every inch of ground. She's going to suck all of the love out of everypony." he stomped his hoof on the ground.

"That's why we had to find you," Rocket finished, "We knew she had plans to get rid of you guys first. The Elements of Harmony are the only things that stand in her way. She's become so powerful that even Princess Cadence and Shining Armor won't be enough. And Princess Celestia's powers wane for everypony that she converts into a changeling."

"Well girls," Applejack spoke, "What do y'u think?"

"We have to help them." Twilight spoke quickly.

"We'll have to travel a long distance." Rainbow Dash added, "But we have no choice. If that stupid Chrysalis thinks she can take over Equestria she has another thing coming!"

"Yeah!" the ponies shouted in unison.

"Then it's settled. We leave at dawn." Silver smiled.

* * *

Dun dun dun. Finally story official in gear. Leave me a review and tell me what you think!


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